At nearly 80, Agnès Varda explores her memory - growing up in Belgium, living in Sète, Paris, and Noirmoutier, discovering photography, making a film, being part of the New Wave, raising children with Jacques Demy, losing him, and growing old. She explores her memory using photographs, film clips, home movies, contemporary interviews, and set pieces she designs to capture a feeling, a time, or a frame. Shining through each scene are her impish charm, inventiveness, and natural empathy. How do people grow old, how does loss stay with them, can they remain creative, and what do they remember? Memory, she says, is like a swarm of confused flies. She envisions hers for us.

The Professor, helped by his flying robot M.A.X., tries to show us the history of 3-D film, and his newest innovation, Real-O-Vision (ride films). But his hardware keeps breaking down, particularly when he's trying to introduce a music video of Elvira.

When Henry DeTamble meets Clare Abshire in a Chicago library they both understand that he is a time traveller, but she she knows much more than this about him as he has not yet been to the times and places where they have met before. He falls in love with her, as she has already with him, but his continuing unavoidable absences time travelling - and then returning with increasing knowledge of their future - makes things ever more difficult for Clare.